All purchasers of Vcall web event services agree to the following terms and conditions. By virtue of requesting Vcall services for an event, you indicate your acknowledgement and acceptance of these terms and conditions. Vcall reserves the right to revise these terms and conditions at any time and purchasers are deemed to be apprised of and bound by any changes to these terms and conditions by virtue of availability of these terms and conditions at confirmation of the purchase request.

1. Cancellation and Liquidated Damages. If Purchaser's cancellation of a scheduled Vcall is the result of Purchaser not hosting, conducting, or holding such event using any means or medium, then Purchaser shall not be responsible for payment of the Purchase Price. In the event of cancellation for any other reason, Purchaser shall remain responsible for, and shall pay to Vcall the Purchase Price for such event set forth on the Purchase Price Schedule.  
   
2. Warranties. Vcall warrants to Purchaser that Vcall will use all reasonable efforts to deliver and perform the Vcall Services described herein. Other than this reasonable efforts commitment, Vcall makes no other representation of warranty of any kind or nature, express or implied. In no event will Vcall be liable for any incidental or consequential damages, arising out of the conduct of the Vcall services hereunder, nor shall the amount of liability of Vcall exceed the purchase price paid by the Purchaser.
   
3. License of Marks and Names. Purchaser hereby grants to Vcall a nonexclusive, non-assignable, nontransferable license during the term of this Agreement to use any and all Purchaser's trademarks, service marks, and trade name (hereinafter collectively referred to as the "Marks and Names") in connection with the delivery and performance of the Vcall Services.
   
4. Copyrights and License of Copyright.
   
   

   4.1

   All transmissions of any event produced under this Agreement shall be considered work made for hire and the property of the Purchaser (the "Copyrighted Material"). Vcall hereby assigns to Purchaser all right, title, and interest in all transmissions of any event performed pursuant to the terms of this Agreement.
   

   
   

   4.2

   Purchaser hereby grants to Vcall a non-assignable, nontransferable license to use the Copyrighted Material in connection with the delivery and performance of the Vcall Services.

5. Acknowledgement. Purchaser acknowledges that the Vcall website will have its users acknowledge that Vcall is not responsible for the content provided by the Purchaser on the website and that Purchaser is the only party responsible for such content. Consequently, Purchaser agrees to indemnify Vcall from and against the cost and expenses of any customer claim that Vcall is responsible for such content.
   
6. Contract Term. This Agreement shall commence on the date of execution and shall end on the last day of completion of the Vcall services.  
   
7. Other Terms and Conditions.
   
   

   7.1

   This Agreement shall be governed by the internal laws of the Commonwealth of Virginia , without regard to conflicts of law principles.

   
   

   7.2

   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
   
   

   7.3

   This Agreement may be amended only in writing signed on behalf of each party here.
   

    

   7.4

   Payment for services is due within 30 days of the date of invoice.
   
   

   7.5

   Pay attorney's fees incurred to collect past due amounts with interest at a rate of one and one half percent per month (18% per annum).

Revised April 12, 2006